8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 19, 2009

BRIDGEPOINT EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-34272 (Commission File Number)	59-3551629 (IRS Employer Identification No.)
13500 Evening Creek Drive North, Suite 600San Diego, California		92128
(Address of principal executive offices)		(Zip Code)

(858) 668-2586

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into A Material Definitive Agreement.

Second Amended and Restated Registration Rights Agreement

On August 20, 2009, Warburg Pincus Private Equity VIII, L.P., or Warburg Pincus, submitted to us a written “demand” request to effect a registration under the Securities Act of 1933, or the Securities Act, for the proposed offer and sale of a portion of its shares of our common stock, in accordance with the terms of the Amended and Restated Registration Rights Agreement dated January 7, 2009, as amended, among us, Warburg Pincus and certain other security holders.  This proposed offer and sale of common stock, which we refer to as the Secondary Public Offering, is discussed below in Item 7.01.

On August 26, 2009, we and Warburg Pincus entered into a Second Amended and Restated Registration Rights Agreement, which amended and restated in  full the Amended and Restated Registration Rights Agreement dated January 7, 2009, as amended.  The primary purpose of the Second Amended and Restated Registration Rights Agreement is to determine the rights of the various parties under such agreement with respect to the Secondary Public Offering and related underwriting, as follows:

·holders of registration rights that are members of the “Company Management Team” (as defined below) may request to include in the underwriting a number of shares of common stock up to 10% of their vested equity holdings as of August 1, 2009 (including shares of common stock issuable upon the exercise of stock options);

·holders of registration rights that are not members of the Company Management Team, including Warburg Pincus, may request to sell in the underwriting up to a number of shares of common stock equal to the product of (1) the number of “registrable securities” (as defined in the agreement) held by such holder, multiplied by (2) a fraction, the numerator of which is the number of registrable securities held by such holder and the denominator of which is the number of registrable securities held by all holders other than the Company Management Team, subject to proportional increase in the event that one or more holders decline to request to include in the underwriting the maximum number of shares available to them; and

·if the size of the offering is reduced due to market conditions, each holder of registration rights participating in the Secondary Public Offering, including Warburg Pincus and the Company Management Team, would be cut back pro rata based on the number of shares of common stock requested to be included in the underwriting by such holder relative to the number of shares of common stock requested to be included in the underwriting by all such holders.

The members of the “Company Management Team” are Andrew S. Clark, Charlene Dackerman, Daniel J. Devine, Richard K. Gessner, Todd Irwin, Steve Isbister, Jane McAuliffe, Rodney T. Sheng, Christopher L. Spohn and Ross L. Woodard.

A copy of the Second Amended and Restated Registration Rights Agreement is filed as Exhibit 4.1 to this report and is incorporated herein by reference. The summary of the agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Registration Rights Agreement.

Limited Waiver of Lock-Up Agreement for Registration Rights Agreement

On August 19, 2009, we and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., the representatives of the underwriters of our initial public offering, entered into a Limited Waiver of Lock-Up Agreement for Registration Rights Agreement relating the lock-up agreements entered into in December 2008 by Warburg Pincus and certain other security holders of our company in connection with our initial public offering.  The limited waiver permits Warburg Pincus and such security holders (i) to publicly disclose the intention to make an offer of securities and (ii) to make a demand for or exercise registration rights with respect to a registration of securities.

A copy of the Limited Waiver of Lock-Up Agreement for Restated Registration Rights Agreement is filed as Exhibit 4.2 to this report and is incorporated herein by reference. The summary of the

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agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Limited Waiver of Lock-Up Agreement for Registration Rights Agreement.

Item 7.01Regulation FD Disclosure.

On August 26, 2009, we issued a press release announcing that we filed a Form S-1 Registration Statement with the Securities and Exchange Commission for a proposed public offering by selling stockholders.  The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference.

Item 9.01Exhibits and Financial Statements.

4.1Second Amended and Restated Registration Rights Agreement dated August 26, 2009 (incorporated by reference to Exhibit 4.4 to the Form S-1 Registration Statement filed with the SEC on August 26, 2009).

4.2Limited Waiver of Lock-Up Agreement For Registration Rights Agreement dated August 19, 2009.

99.1Press release dated August 26, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2009		Bridgepoint Education, Inc.
	By:	/s/ Daniel J. Devine
		Name:  Daniel J. Devine
		Title: Chief Financial Officer

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EX-4.2

Exhibit 4.2

Bridgepoint Education, Inc.

Limited Waiver of Lock-Up Agreement for Registration Rights Demand

August 19, 2009

To Warburg Pincus Private Equity VIII, L.P. and

The Stockholders listed on Schedule I hereto

Re:          Limited Waiver of Bridgepoint Education, Inc. Lock-Up Agreement

Ladies and Gentlemen:

Reference is hereby made to those certain Lock-Up Agreements (collectively, the “IPO Agreements”) entered into on or about December 16, 2008, by and among Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives (together, the “Representatives”), and certain Stockholders of Bridgepoint Education, Inc. (the “Company”), in connection with the initial public offering (the “IPO”) of the Common Stock of the Company.  Capitalized terms used but not defined herein have the meanings set forth in the IPO Agreements.

Pursuant to the IPO Agreements, Warburg Pincus Private Equity VIII, L.P. (“WP”) and the stockholders listed on Schedule I hereto (the “Registration Rights Holders”) have agreed, among other things, that they will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, or enter into a transaction which would have the same effect; (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise; (iii) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; or (iv) make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities; in each case, without the prior written consent of the Representatives during the Lock-up Period.

The Representatives hereby waive the Lock-up Period of the IPO Agreements entered into by WP and the Registration Rights Holders as it relates to subsections (iii) and (iv) above; provided, however, that no offer or sale of the Securities can be made unless and until the Representatives deliver a waiver of the lock-up provisions set forth in subsection (i) above. The Company hereby consents to the waiver of subsections (iii) and (iv) above.

With respect to any individual or entity other than WP and the Registration Rights Holders, the IPO Agreements shall remain in full force and effect, enforceable in accordance with their terms.  Except to the extent, and only to the extent, so modified by this Limited Waiver of Lock-Up Agreement, all terms, conditions and covenants contained in the IPO Agreements and the documents related thereto shall remain in full force and effect, enforceable in accordance with their terms.  This Limited Waiver of Lock-Up Agreement is effective only as to the matters expressly waived.  This

Limited Waiver of Lock-Up Agreement is intended for the benefit of, and may be relied upon by, WP, the Registration Rights Holders, and the Company.

Very truly yours,
THE REPRESENTATIVES
Credit Suisse Securities (USA) LLC
By:	/s/ Hayes Smith
Name:	Hayes Smith
Title:	Director
J.P. Morgan Securities Inc.
By:	/s/ Alice Takhtajan
Name:	Alice Takhtajan
Title:	Vice President
Bridgepoint Education, Inc.
By:	/s/ Daniel J. Devine
Name:	Daniel J. Devine
Title:	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

News Release

Contact: Diane Salucci, Vice President

Corporate Communications and Investor Relations

858.668.2586x3690

or

Spencer Davis, Director of Investor Relations

858.668.2586x4190

investorrelations@bridgepointeducation.com

BRIDGEPOINT EDUCATION FILES REGISTRATION
STATEMENT FOR PUBLIC OFFERING OF COMMON STOCK

SAN DIEGO, CA (August 26, 2009) — Bridgepoint Education (NYSE: BPI) today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission for a proposed public offering of up to 11,000,000 shares of its common stock.

The shares are being offered by certain stockholders of the Company, including Warburg Pincus Private Equity VIII, L.P., and certain members of management. The Company will not receive any of the proceeds from the sale of common stock by the selling stockholders. It is contemplated that the selling stockholders will grant the underwriters of the offering a 30-day option to purchase up to an additional 1,650,000 shares of common stock at the public offering price to cover over-allotments, if any.

BofA Merrill Lynch and J.P. Morgan are acting as joint book-running managers of the offering.

A copy of the prospectus may be obtained directly from:

BofA Merrill Lynch

4 World Financial Center

New York, NY 10081

Attention: Prospectus Department

(212) 449-1000

J.P. Morgan Securities Inc.

4 Chase Metrotech Center

CS Level

Brooklyn, NY 11245

Attention: Prospectus Library

(718) 242-8002

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale, offer or solicitation of these securities in any state or jurisdiction in which such sale, offer or solicitation would be unlawful.

About Bridgepoint Education

Bridgepoint Education’s postsecondary education services focus on offering associate’s, bachelor’s, master’s and doctoral programs in the disciplines of business, education, psychology, social sciences and health sciences. Bridgepoint Education’s regionally accredited academic institutions — Ashford University and University of the Rockies — deliver their programs online as well as at traditional campuses located in Clinton, Iowa, and Colorado Springs, Colorado, respectively.